EXHIBIT 27(h)(5)
FUND SHAREHOLDER SERVICES AGREEMENT
This Agreement is entered into on July 25, 2002, between Northstar Life
Insurance Company ("Northstar Life"), a New York corporation and Securian
Financial Services, Inc. ("Securian"), a Minnesota corporation, each of which is
a subsidiary of Minnesota Mutual Companies, Inc.
WHEREAS, Northstar Life issues variable life insurance policies and
variable annuity contracts (collectively the "Variable Contracts") through its
variable separate accounts ("Separate Accounts") which, in turn, invest in
designated registered investment companies, including Advantus Series Fund, Inc.
(the "Fund"); and
WHEREAS, the Fund has adopted a plan of distribution (the "Plan of
Distribution") pursuant to Rule 12b-1 under the Investment Company Act of 1940,
the terms of which provide for certain payments to Securian in exchange for both
distribution and non-distribution related services to the Fund; and
WHEREAS, Northstar Life desires to provide to the Fund, on behalf of
Securian, the services described in the Plan of Distribution, and Securian
desires to have Northstar Life provide such services in the manner described
herein; and
WHEREAS, Minnesota Statutes Section 60D.20 requires that agreements
between subsidiaries of Minnesota Mutual Companies, Inc. must be fair and
reasonable; and
WHEREAS, the parties believe that Securian's payment to Northstar Life
of the fees described herein is a fair and reasonable basis upon which to
compensate Northstar Life for the services provided under this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. Services: Northstar Life agrees to provide the following services
to the Fund on behalf of Securian:
A. Distribution-Related Services. Distribution-related services
provided pursuant to this Agreement shall include payment for,
among other things, the printing of prospectuses and reports
used for sales purposes, preparing and distributing sales
literature and related expenses, advertisements, education of
contract owners or dealers and their representatives, trail
commissions, and other distribution-related expenses,
including a prorated portion of the overhead expenses of the
Distributor or the Insurance Companies which are attributable
to the distribution of these Variable Contracts.
B. Non-Distribution Related Services. Non-distribution services
provided pursuant to this Agreement shall include payment for,
among other things, responding to inquiries from owners of
Variable Contracts regarding the Fund, printing and mailing
Fund prospectuses and other shareholder communications to
existing Variable Contract owners, direct communications with
Variable Contract owners regarding Fund operations and
Portfolio composition and performance, furnishing
personal services or such other enhanced services as the Fund
or a Variable Contract may require, or maintaining customer
accounts and records.
2. Payments to Northstar Life. For the services described herein,
Securian agrees to pay Northstar Life on a quarterly basis an
amount that is equal, on an annual basis, to .25% of the average
combined daily net assets of all the designated Portfolios of the
Fund which are attributable to the Variable Contracts and part of
the Plan of Distribution.
The payments contemplated by this paragraph shall be calculated by
Securian at the end of each quarter and will be paid to Northstar
Life within thirty (30) days thereafter. Payment will be
accompanied by a statement showing the calculation of the
quarterly amount payable and such other supporting data as may be
reasonably requested by Northstar Life.
3. Nature of the Payments. The parties recognize and agree that
Securian's payments to Northstar Life hereunder relate solely to
the services to the Fund described in this Agreement and performed
by Northstar Life on behalf of Securian.
4. Term. This Agreement shall remain in full force and effect for any
Portfolio of the Fund only so long as such Portfolio is subject to
the provisions of the Plan of Distribution, unless terminated in
accordance with paragraph 5.
5. Termination. This Agreement may be terminated by either party upon
sixty (60) days advance written notice or immediately upon
termination of the Plan of Distribution.
6. Representations by Northstar Life. Northstar Life represents and
agrees that it will maintain and preserve all records as required
by law to be maintained and preserved by it in connection with the
services described herein and that it will otherwise comply with
all laws, rules and regulations applicable to the performance of
the services. Northstar Life further represents and warrants that
the receipt of fees hereunder will not constitute a "prohibited
transaction" as such term is defined in Section 406 of the
Employee Retirement Income Security Act, as amended, and Section
4975 of the Internal Revenue Code of 1986, as amended.
Northstar Life represents that it will indemnify and hold
Securian, the Fund and the Fund's advisor and sub-advisors
harmless from any and all direct or indirect liabilities or losses
resulting from negligent actions or inactions, of or by it or its
officers, employees or agents regarding its responsibilities under
this Agreement. This indemnification shall survive the termination
of this Agreement.
Northstar Life represents that neither it nor any of its officers,
employees or agents are authorized to make any representation
concerning Fund shares except those contained in the registration
statement or prospectus for Fund shares, as such registration
statement and prospectus may be amended or supplemented from time
to time, or in reports or proxy statements for the Fund, or in
sales literature or other promotional materials approved by the
Fund or its designee or by Securian, except with the permission of
the Fund or Securian or the designee of either.
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7. Authority. This Agreement shall in no way limit the authority of
the Fund, its adviser or Securian to take such action as any of
those parties may deem appropriate or advisable in connection with
all matters relating to operations of the Fund and/or the sale of
its shares. Northstar Life agrees and understands that the
obligations of Securian under this Agreement are not binding upon
the Fund.
8. Miscellaneous. This Agreement may be amended only upon mutual
agreement of the parties hereto in writing. This Agreement may not
be assigned by a party, by operation of law or otherwise, without
the prior written consent of the other party. This Agreement
constitutes the entire agreement between the parties with respect
to the matters described herein and supersedes any previous
agreements and documents with respect to such matters. It may be
executed in counterparts, each of which shall be deemed to be an
original but all of which shall together constitute one and the
same instrument. Northstar Life agrees to notify Securian promptly
if for any reason it is unable to perform fully and to promptly
any of its obligations under this Agreement.
9. Independent Contractor. For purposes of this Agreement, Northstar
Life is an independent contractor and its employees or its
associates shall not be employees of Securian. Services performed
by Northstar Life on behalf of Securian shall be as its agent, and
records maintained by Northstar Life on behalf of Securian shall
be considered to be those of Securian.
IN WITNESS WHEREOF, Northstar Life and Securian have caused this
Agreement to be executed in duplicate by their executive officers. This
Agreement shall be effective on July 25, 2002.
NORTHSTAR LIFE INSURANCE COMPANY
By:
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Title: Vice President, Secretary and Director
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SECURIAN FINANCIAL SERVICES, INC.
By:
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Title: President
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